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party against Customer alleging that Streetline's <br />products and/or services infringe such third <br />parry's patent, copyright, trademark, trade secret, <br />or other intellectual property (an "IP Claim"). <br />The Parties expressly agree that any reasonable <br />payment, attorney's fee, cost or expense <br />Customer incurs or makes to or on behalf of an <br />injured employee under the Customer's self- <br />administered workers' compensation is included <br />as a loss, expense or cost for the purposes of this <br />section. <br />The parties expressly agree that this section shall <br />survive the expiration or early termination of the <br />Agreement. <br />10, General Provisions. Any notice required or <br />permitted hereunder shall be in writing and shall <br />be deemed to be properly given upon receipt. <br />Such notices shall be sent to the applicable party <br />at the address set forth in this Agreement (or to <br />such other address as may be designated by a <br />party by giving written notice to the other party <br />pursuant to this Section), This Agreement may not <br />be assigned, in whole or part, whether <br />voluntarily, by operation of law or otherwise, by <br />Customer without the prior written consent of <br />Streetline. Any attempted assignment other than <br />in accordance with this Section shall be null and <br />void. Subject to the foregoing, the rights and <br />liabilities of the parties hereto shall bind, and <br />Inure to the benefit of, the parties and their <br />respective successors and permitted assigns. This <br />Agreement shall be governed by and construed in <br />accordance with the laws of the State of <br />California, without reference to its conflicts of law <br />provisions. Nothing contained in this Agreement <br />shall be deemed or construed as creating a joint <br />venture, partnership, agency, employment or <br />fiduciary relationship between the parties. <br />Neither party nor its agents have any authority of <br />any kind to bind the other party in any respect <br />whatsoever, and the relationship of the parties is, <br />and at all times shall continue to be, that of <br />independent contractors. Except for payment of <br />monies due hereunder, neither party will be liable <br />to the other for failure or delay in performing its <br />REV: 07-07-17 JS <br />ATTY/AG R.2017.158/Streetline <br />obligations hereunder if such failure or delay is <br />due to circumstances beyond its reasonable <br />control. This Agreement, including the documents <br />and agreements referenced herein, constitutes <br />the entire agreement between the parties <br />concerning the subject matter hereof and <br />supersedes all prior or contemporaneous <br />agreements and communications, whether oral or <br />written, between the parties relating to the <br />subject matter of this Agreement. No amendment <br />or modification of any provision of this <br />Agreement shall be effective unless in writing and <br />signed by duly authorized signatories of each <br />party. <br />11. INSURANCE <br />Contractor shall procure and maintain for the <br />duration of the contract the insurance specified <br />below: <br />Coverage shall be at least as broad as: <br />1. Commercial General Liability (CGL): <br />Insurance Services Office (ISO) Form CG 00 0112 <br />07 covering CGL on an "occurrence" basis, <br />including products -completed operations, <br />personal & advertising injury, with limits no less <br />than $2,000,000 per occurrence. If a general <br />aggregate limit applies, either the general <br />aggregate limit shall apply separately to this <br />project/location or the general aggregate limit <br />shall be twice the required occurrence limit. <br />2. Automobile Liability: ISO Form Number CA <br />00 01 covering any auto (Code 1), or if Contractor <br />has no owned autos, hired, (Code 8) and non - <br />owned autos (Code 9), with limit no less than <br />$1,000,000 per accident for bodily injury and <br />property damage. <br />3. Workers' Compensation: as required by the <br />State of California, with Statutory Limits, and <br />Employer's Liability Insurance with limit of no less <br />than $1,000,000 per accident for bodily injury or <br />disease. <br />If Contractor maintains higher limits than the <br />minimums shown above, the City requires and <br />shall be entitled to coverage for the higher limits <br />maintained by the Contractor. <br />Page 11 of 19 <br />